PARIS, France and GHENT, Belgium - June 19, 2018 - Sanofi
(Euronext: SAN; NYSE: SNY) and Ablynx announced today that Sanofi
has now acquired all outstanding shares (including shares
represented by American Depositary Shares ("ADSs")), warrants and
convertible bonds (together, the "Securities") of Ablynx NV
("Ablynx") following the expiration of the Squeeze-out
procedure.
The Squeeze-out period commenced on May 22,
2018, in accordance with applicable Belgian and U.S. law, following
the acquisition by Sanofi of over 95% of the outstanding shares of
Ablynx upon settlement of the initial acceptance period of its
tender offer for Ablynx.
On June 12, 2018, upon expiration of the
Squeeze-out period, 2,893,201 shares (including 7,163 shares
represented by ADSs) and 8 convertible bonds of Ablynx were
tendered in the Squeeze-out.
The Securities tendered during the Squeeze-out
period are expected to be settled on or about June 19, 2018.
All shares (including all shares represented by
ADSs) and all convertible bonds of Ablynx not tendered during the
Squeeze-out are deemed transferred to Sanofi by operation of law.
The funds required for the payment of the price thereof are kept
with the Bank for Official Deposits (Deposito- en Consignatiekas /
Caisse des dépôts et consignations). The former Ablynx holders of
these Securities retain the right to receive EUR 45.00 per share
(or ADS) and EUR 393,700.78 per convertible bond. In order to
receive these amounts, they must contact the Bank for Official
Deposits, where the funds will remain available.
On June 13, 2018, (i) the shares of Ablynx were
delisted from the regulated market of Euronext Brussels, (ii) the
ADSs were delisted from NASDAQ Global Select Market and (iii) the
convertible bonds were delisted from the open market Frankfurt MTF
(Freiverkehr).
About Sanofi
Sanofi is dedicated to supporting people through
their health challenges. We are a global biopharmaceutical company
focused on human health. We prevent illness with vaccines, provide
innovative treatments to fight pain and ease suffering. We stand by
the few who suffer from rare diseases and the millions with
long-term chronic conditions.
With more than 100,000 people in 100 countries,
Sanofi is transforming scientific innovation into healthcare
solutions around the globe.
Sanofi, Empowering Life
About Ablynx
Ablynx is a biopharmaceutical company engaged in
the development of Nanobodies, proprietary therapeutic proteins
based on single-domain antibody fragments, which combine the
advantages of conventional antibody drugs with some of the features
of small-molecule drugs. Ablynx is dedicated to creating new
medicines which will make a real difference to society. Today, the
Company has more than 45 proprietary and partnered programmes in
development in various therapeutic areas including inflammation,
haematology, immuno-oncology, oncology and respiratory disease. The
Company has collaborations with multiple pharmaceutical companies
including AbbVie; Boehringer Ingelheim; Eddingpharm; Merck &
Co., Inc., Kenilworth, New Jersey, USA; Merck KGaA; Novo Nordisk
and Taisho Pharmaceuticals. The Company is based in Ghent, Belgium.
More information can be found on www.ablynx.com.
Sanofi contacts
Media Relations Contact Laurence BollackTel.: +33 (0)1 53
77 46 46mr@Sanofi.com
Investor Relations Contact George GrofikTel.: +33 (0)1 53
77 45 45ir@Sanofi.com
Ablynx contactsDr Edwin MosesCEO Tel.:+32 (0)9 262 00
07Mob.: +32 (0)473 39 50 68edwin.moses@ablynx.com
Lies VannesteDirector IR Tel.: +32 (0)9 262 0137Mob: +32 (0)498
05 35 79 lies.vanneste@ablynx.com
Sanofi Forward-Looking Statements
This communication contains forward-looking
statements. Forward-looking statements are statements that are not
historical facts and may include projections and estimates and
their underlying assumptions, statements regarding plans,
objectives, intentions and expectations with respect to future
financial results, events, operations, services, product
development and potential, and statements regarding future
performance. Forward-looking statements are generally identified by
the words "expects", "anticipates", "believes", "intends",
"estimates", "plans", "will be" and similar expressions. Although
Sanofi's management each believes that the expectations reflected
in such forward-looking statements are reasonable, investors are
cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are
difficult to predict and generally beyond the control of Sanofi,
that could cause actual results and developments to differ
materially from those expressed in, or implied or projected by, the
forward-looking information and statements. These risks and
uncertainties include among other things, risks related to Sanofi's
ability to complete the acquisition on the proposed terms or on the
proposed timeline, including the receipt of required regulatory
approvals, the possibility that competing offers will be made,
other risks associated with executing business combination
transactions, such as the risk that the businesses will not be
integrated successfully, that such integration may be more
difficult, time-consuming or costly than expected or that the
expected benefits of the acquisition will not be realized, risks
related to future opportunities and plans for the combined company,
including uncertainty of the expected financial performance and
results of the combined company following completion of the
proposed acquisition, disruption from the proposed acquisition
making it more difficult to conduct business as usual or to
maintain relationships with customers, employees, manufacturers,
suppliers or patient groups, and the possibility that, if the
combined company does not achieve the perceived benefits of the
proposed acquisition as rapidly or to the extent anticipated by
financial analysts or investors, the market price of Sanofi's
shares could decline, as well as other risks related to Sanofi's
respective businesses, including the ability to grow sales and
revenues from existing products and to develop, commercialize or
market new products, competition, including potential generic
competition, the uncertainties inherent in research and
development, including future clinical data and analysis,
regulatory obligations and oversight by regulatory authorities,
such as the FDA or the EMA, including decisions of such authorities
regarding whether and when to approve any drug, device or
biological application that may be filed for any product candidates
as well as decisions regarding labelling and other matters that
could affect the availability or commercial potential of any
product candidates, the absence of a guarantee that any product
candidates, if approved, will be commercially successful, risks
associated with intellectual property, including the ability to
protect intellectual property and defend patents, future
litigation, the future approval and commercial success of
therapeutic alternatives, and volatile economic conditions. While
the list of factors presented here is representative, no list
should be considered a statement of all potential risks,
uncertainties or assumptions that could have a material adverse
effect on the companies' consolidated financial condition or
results of operations. The foregoing factors should be read in
conjunction with the risks and cautionary statements discussed or
identified in the public filings with the SEC and the AMF made by
Sanofi, including those listed under "Risk Factors" and "Cautionary
Statement Regarding Forward-Looking Statements" in Sanofi's annual
report on Form 20-F for the year ended December 31, 2017. The
forward-looking statements speak only as of the date hereof and,
other than as required by applicable law, Sanofi do not undertake
any obligation to update or revise any forward-looking information
or statements.
- pdf version of the press release.pdf